0000950123-08-003601 Sample Contracts

AMENDED & RESTATED DIGITAL MUSIC DOWNLOAD SALES AGREEMENT
Digital Music Download Sales Agreement • March 31st, 2008 • Orchard Enterprises, Inc. • Patent owners & lessors • California

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted provisions.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2008 • Orchard Enterprises, Inc. • Patent owners & lessors • New York

This Employment Agreement (this “Agreement”) is entered into on February 28, 2008 (the “Effective Date”), between The Orchard Enterprises, Inc. (formerly known as Digital Music Group, Inc.), a Delaware corporation (“The Orchard”), and Daniel Alan Pifer, a resident of New York (the “Executive”). This Agreement is intended to supersede the Employment Agreement between Executive and Digital Music Group, Inc. dated as of December 10, 2007.

AMENDED & RESTATED DIGITAL MUSIC DOWNLOAD SALES AGREEMENT
Digital Music Download Sales Agreement • March 31st, 2008 • Orchard Enterprises, Inc. • Patent owners & lessors • England

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted provisions.

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2008 • Orchard Enterprises, Inc. • Patent owners & lessors • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the first day of February, 2007 (the “Effective Date”) by and between Stanley H. Schneider, a resident of New York, New York (the “Executive”), and The Orchard Enterprises, Inc., a New York corporation (the “Company”).

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